Imperus Technologies Corp.

Imperus Technologies Corp.

September 08, 2015 12:54 ET

Imperus Enters Into Option Agreement to Acquire Social Gaming Company

TORONTO, ONTARIO--(Marketwired - Sept. 8, 2015) - Imperus Technologies Corp. ("Imperus" or the "Company") (TSX VENTURE:LAB)(FRANKFURT:ISX)(FRANKFURT WKN:A12B58) announces that it has entered into a binding option agreement (the "Option Agreement") to acquire (the "Acquisition") all of the issued and outstanding shares of the social gaming company Akamon Entertainment Millennium, S.L. ("Akamon"). Imperus has the right, but not the obligation, to acquire Akamon by exercising the Option Agreement at any time prior to September 25, 2015, with the closing to occur on or before October 2, 2015. The aggregate purchase price for the acquisition of Akamon is US$25,578,904, payable in cash and securities of Imperus. Imperus has advanced US$600,000 as a non-refundable deposit, and an additional US$22,250,000 in cash is payable on the closing date plus US$500,000 in cash to be deposited into escrow. The final US$2,228,904 shall be paid in Imperus securities to certain of the shareholders of Akamon following the closing date.

Imperus expects that the financing for the Acquisition will be completed through a combination of the Company's cash on hand and the remainder through a non-convertible debt facility from a number of current shareholders and insiders of Imperus.

Akamon is currently forecasting to generate annualized revenue of approximately CAD$21.4 million (US$16.2MM) and CAD$6.2MM (US$4.7MM) of adjusted EBITDA in 2015. The baseline acquisition consideration to be paid by Imperus is 5.4x adjusted EBITDA.

Akamon has generated approximately CAD$11.4MM (US$8.6MM) in sales for the seven months through July 2015. Akamon has total assets of approximately CAD$7.6MM (US$5.8MM) with current liabilities of approximately CAD$2.9MM (US$2.2MM). These figures are unaudited.

Post the Acquisition, Imperus will immediately elevate to a top-tier social gaming company, with forecasted 2016 revenue of between CAD$70MM to CAD$75MM and adjusted EBITDA of between CAD$25MM to CAD$30MM.

Akamon is the leading developer and publisher of social games within Latin America and Southern Europe. With its head offices in Barcelona, Spain and additional presence in Tel Aviv, Israel, Akamon is the operator of a number of gaming portals which attract in excess of 450,000 daily customers. With a user data base of over 25 million, Akamon is the largest Spanish and Latin American-based social gaming company in the world. Since its inception in 2011, Akamon has experienced strong growth year over year and continues this trend to this date.

Following the closing of the Acquisition, all key management of Akamon will be retained by Imperus. Akamon possesses some of the most sought-after industry executives, such as Vicenc Marti, co-founder and CEO of Akamon (Former Managing Director of Cirsa, Former CMO of Spanish airline Vueling) and Alex Cohen (Former head of game design at Quickspin, product lead on premium games at IGT and the author of popular Slot machines such as "The Hangover"). Alex recently won the E-Gaming Review award for "Rising Software Star of the Year" and "Game of the Year".

Daniel Kajouie, CEO of Imperus commented: "We are extremely excited to have Akamon join the growing Imperus family. With Akamon, Imperus will benefit from an immediate and large footprint into South America, namely Brazil, in addition to Mexico, Spain, France and Italy, where Diwip currently has very little presence. With virtually no overlap of customers between Diwip and Akamon, Imperus will have the opportunity to cross-sell its products to a much larger audience and leverage the infrastructure of both companies to accelerate growth almost immediately."

Vicenc Marti, CEO of Akamon stated: "To me, as CEO and Co-Founder of Akamon, the acquisition of Akamon by Imperus is a game changer. The opportunities in front of us are immense: The transition to mobile in Akamon´s core regions represents in itself a value multiplier of the already exceptional performance of Akamon in Southern Europe and Latin America."

"Imperus, with its other assets, especially Diwip, with whom we will focus in maximizing synergies, will accelerate our plans. Latin America is the fastest-growing smartphone region in the world and craved by the entire social casino gaming community, and along with Imperus, we plan to capitalize on that trend. I am convinced that by combining with Imperus, we will unlock tremendous value, and I have chosen to base almost exclusively my own compensation in the form of Imperus stock to highlight my faith in our joint future," said Vicenc Marti.

The Acquisition is subject to certain conditions such as financing, regulatory approval and approval by Third Eye Capital Corporation as administrative agent for the debt lenders to the Company. The Option Agreement is an arms' length agreement that was entered into on August 4, 2015. There are no finders' fees payable by Imperus in connection with the Acquisition and Imperus will assume long term debt of approximately CAD$1.2MM (US$0.9M) as part of the transaction.

About Imperus

Imperus Technologies Corp., the parent company of Diwip, is a developer of social and mobile gaming for PC, Mac, iOS and Android platforms. Diwip designs, develops and distributes its top ranked social casino-themed games within online social networks (such as Facebook) and mobile platforms (such as Android or iPhone). All of Diwip's games are free to play and generate revenue primarily through the in-game sale of virtual coins.

About Akamon

Akamon Entertainment is the leading social casino & traditional games company in Latin America and the south of Europe. This independent fast-growing company has 63 employees in Barcelona, Valencia and Tel Aviv to offer multiplatform synchronous social games.


Caution Regarding Non-IFRS Financial Measures

In addition to IFRS measures, this press release contains certain financial measures that do not have any standardized meaning prescribed by IFRS. Therefore, these financial measures may not be comparable to similar measures presented by other issuers. In this press release, Imperus uses the non-IFRS measures "EBITDA" and "Adjusted EBITDA". Imperus' method of calculating "EBITDA" and "Adjusted EBITDA" may differ from that of other issuers or companies operating in similar sectors and, accordingly, may not be comparable to similar measures presented by other issuers.

Caution Regarding Forward-Looking Information:

Certain statements in this press release may constitute "forward looking statements" which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements include, but are not limited to, the Acquisition, statements regarding Akamon, revenue and EBITDA figures related to the Acquisition target and the Company's ability to fund the cash portion of the consideration for the Acquisition. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. The forward looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the ability of the company to finance the Acquisition and enter into definitive documentation, regulatory requirements, general economic, market or business conditions and future developments in the sectors of the economy in which the business of Imperus or the Acquisition target operates. The foregoing list of factors is not exhaustive. Please see the Company's short form prospectus dated March 27, 2015, the Company's Annual Information Form dated December 6, 2014 and other documents available on, for a more detailed description of the risk factors. The Company undertakes no obligation to update publicly or revise any forward looking statements, whether a result of new information, future results or otherwise, except as required by law.

The financial outlook presented in this press release is based on management's reasonable expectations of future results, which may vary based on the risk factors discussed above, and the information may not be appropriate for other purposes.

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